1 Definitions In these terms and conditions: (1) "Buyer" means any individual, firm, body corporate, partnership, joint venture, unincorporated body or association or any government agency which agrees to purchase Goods from Cleanmaster. (2) "Cleanmaster" means DJ and EJ Dalziel trading as "Cleanmaster". (3) "Goods" means the goods a Buyer agrees to purchase from "Cleanmaster". 2 Acknowledgements The Buyer acknowledges: (1) It has read and agrees to these terms and conditions prior to entering into any Agreement. (2) These terms and conditions prevail over any other terms and conditions which may be issued by the Buyer. (3) To the extent that any Law applies and can be waived, the Buyer waives the application of the Law as it applies to it. (4) Where any provision of the Agreement is invalid or unenforceable because of the operation of any Law that, provision is to be read down so as to be valid or enforceable and if it is not capable of being read down, the provision is to be severed to the extent of the invalidity or unenforceability without effecting the remaining provisions of the Agreement. 3 Delivery (1) The Buyer must ensure suitable access and assistance for the delivery of the Goods by Cleanmaster between 9 am and 5pm, Monday to Friday. The Buyer must meet any costs incurred by Cleanmaster as a result of the Buyer failing to make those arrangements. (2) The Buyer bears the risk of any loss or damage to the Goods from the time that they are dispatched to the Buyer from Cleanmaster or any of its suppliers. (3) The Buyer acknowledges that Cleanmaster may invoice and deliver part of any order if it is unable to complete the deliver of the entire order placed by the Buyer. 4 Title to the goods (1) Ownership of and title to the Goods (regardless of delivery or possession) will not pass to the Buyer until: (a) payment of the purchase price for the Goods has been made in full,including any other amounts owed to Cleanmaster now or in the future; and (b) the Buyer has provided to Cleanmaster any goods which were to be traded in as part of the Agreement. (2) The Buyer acknowledges that Cleanmaster may, at the cost of the Buyer, collect from the Buyer any Goods for which payment has not been made if Cleanmaster has failed to pay for those Goods, or any other Goods, within seven (7) days after the dues date for payment. 5 Consideration & payment (1) Unless otherwise agreed in writing by Cleanmaster the Buyer must pay the agreed price for the Goods on their delivery to the Buyer. (2) If Cleanmaster has agreed to allow the Goods to be taken by the Buyer on account, payment for the Goods must be made by the Buyer within thirty (30) days of the date of an invoice issued by Cleanmaster for those goods. 6 Costs and GST The Buyer must pay as part of the Consideration the following: (1) Any surcharge imposed by the Buyer’s bank or institution in respect of payments made by the Buyer. (2) All costs associated with the delivery of the Goods to the Buyer. (3) Any GST payable on the cost of any supply made to the Buyer by Cleanmaster. (4) Any and all costs associated with recovery of unpaid monies, including, but not limited to, fees and charges from debt collectiors. 7 Interest (1) If the Buyer does not pay for the Goods by the due date it must pay to Cleanmaster interest calculated at the rate of interest charged by the Commonwealth Bank on business overdrafts at the time of default per annum on the balance of the price of the Goods that remains unpaid (with such interest being calculated daily and compounded monthly). (2) The parties agree that the interest payable pursuant to clause is a genuine pre-estimate of Cleanmaster’s loss as a result of the Buyer’s failure to pay the price for the Goods on the due date. 8 Exchange policy Cleanmaster will not exchange the Goods under any circumstances. 9 No warranty (1) The Buyer acknowledges Cleanmaster does not provide any warranty or representations as to the quality of, or fitness for any particular purpose of, the Goods. (2) Notwithstanding paragraph (1), Cleanmaster will use reasonable endeavours to assist the Buyer with any claim the Buyer may have in respect of the manufacturer’s warranty (if any) in relation to the Goods. The Buyer acknowledges that Cleanmaster will not be liable for any refusal by a manufacturer to honour any warranty claim made by the Buyer. 10 Release and indemnity (1) The Buyer releases and indemnifies Cleanmaster against any claim which may arise in relation to the use of the Goods except to the extent that any such claim arises out of the negligence, wilful act or omission of Cleanmaster. (2) Notwithstanding any liability pursuant to paragraph (1) above, the Buyer acknowledges that the liability of Cleanmaster will be limited to the purchase price paid by the Buyer for the Goods, or the replacement of the Goods by Cleanmaster. 11 Termination (1) If the Buyer terminates this Agreement after any Goods have been dispatched by Cleanmaster the Buyer must: (a) accept and pay for the Goods in accordance with this Agreement; or (b) pay the costs incurred by Cleanmaster on account of that termination, including any transportation costs. (2) Cleanmaster may terminate the Agreement immediately by written notice to the Buyer if the Buyer: (a) becomes bankrupt or insolvent; b) commits a material breach of the Agreement; or (c) fails to rectify any other breach of the Agreement within fourteen (14) days of being asked to do so by Cleanmaster. (3) The rights set out in paragraph (2) above: (a) Do not limit any other rights available to Cleanmaster; (b) Are not mutually exclusive and may be applied by Cleanmaster individually in combination with any other rights regarding paragraph (2) above or any other right available to Cleanmaster generally. (4) The Buyer must pay any reasonable costs incurred by Cleanmaster in terminating this Agreement, and/or enforcing its rights under this Agreement against the Buyer. (5) If the Buyer owes Cleanmaster any money pursuant to this or any other Agreement, Cleanmaster may withhold delivery of the Goods until all such money has been paid to Cleanmaster. 12 Unclaimed Goods (1) The Buyer agrees that any Goods remaining unclaimed by the Buyer for a period of seven (7) days may be liable for storage charges and may be disposed of in the absolute discretion of Cleanmaster without being liable to account to the Buyer. (2) The Buyer must pay any such storage charges to Cleanmaster on demand. (3) The rights in this clause do not limit any other rights Cleanmaster may have pursuant to the Agreement or at law. 13 Privacy Act 1988 (1) The Buyer authorises Cleanmaster to provide information relating to the Buyer to any credit agency and to obtain any information reasonably necessary to assist Cleanmaster in determining whether to enter into an Agreement with the Buyer. (2) The Buyer agrees to the use and recording of its details by Cleanmaster for marketing and promotional purposes and to facilitate dealings with the Buyer by Cleanmaster. 13.2 Force Majeure Cleanmaster is not responsible for any loss or damage suffered by the Buyer as a result of any event of force majeure such as war, acts of god, industrial disputes, inclement weather or transport embargoes which may delay the delivery of the Goods. 14 Administrative Provisions (1) The law in force in the State of New South Wales governs this Agreement. (2) This is the entire agreement of the parties. All prior or contemporaneous representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.